As filed with the Securities and Exchange Commission on September 28, 2004
Registration No. 333-100662
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2095071
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052-8090
(Address of principal executive offices)
Registrant's telephone number including area code: (408) 721-5000
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Stock Option Granted to
Michael Fung, Anil Kunar, Paul Lessard, Duane Oto and Jackson Tung
as partial consideration for the purchase of DigitalQuake, Inc.
(Full Title of the Plans)
JOHN M. CLARK III, Esq.
Senior Vice President, General Counsel
and Secretary
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive, P.O. 58090
Santa Clara, CA 95052-8090
(408) 721-5000
(Name, address and telephone number, of agent for service)
PART I
EXPLANATORY NOTE
DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, No. 333-100662 (the
"Registration Statement"), National Semiconductor Corporation, a Delaware
corporation (the "Company"), registered 261,396* shares of its Common Stock,
$0.50 par value per share ("Common Stock"), issuable under the option granted to
Michael Fung, Anil Kumar, Paul Lessard, Duane Oto and Jackson Tung ("DQ
Founders") as partial consideration for the purchase of DigitalQuake, Inc. Upon
the Company's acquisition of DigitalQuake, Inc., the Company granted the option
to the DQ Founders to receive their second and third installments of the
consideration due for their DigitalQuake stock in Company stock. The option has
now expired and terminated. The Company hereby removes from registration under
the Registration Statement 158,128 shares of Common Stock remaining unissued
under the Registration Statement.
*All share numbers adjusted to reflect the two-for-one stock split paid in the
form of a 100% stock dividend in May 2004.
PART II
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Post-Effective Amendment to the Registration
Statement on Form S-8 (Registration No. 333-100662) and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California on September 27, 2004.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
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Brian L. Halla
Chairman of the Board, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement on Form S-8 has been
signed below by the following persons in the capacities indicated on September
27, 2004.
BRIAN L. HALLA* Chairman of the Board, President,
(Brian L. Halla) Chief Executive Officer and Director
(Principal Executive Officer)
LEWIS CHEW* Senior Vice President, Finance and
(Lewis Chew) Chief Financial Officer
(Principal Financial Officer)
ROBERT E. DeBARR* Controller
(Robert E. DeBarr) (Principal Accounting Officer)
STEVEN R. APPLETON* Director
(Steven R. Appleton)
GARY P. ARNOLD* Director
(Gary P. Arnold)
RICHARD J. DANZIG* Director
(Richard J. Danzig)
ROBERT J. FRANKENBERG* Director
(Robert J. Frankenberg)
E. FLOYD KVAMME* Director
(E. Floyd Kvamme)
MODESTO A. MAIDIQUE* Director
(Modesto A. Maidique)
EDWARD R. McCRACKEN* Director
(Edward R. McCracken)
*By: __//S// JOHN M. CLARK III____
John M. Clark III, Attorney in Fact